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                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED


                                                                   Exhibit 10.26


                                                 Fabric & Home Care PS Purchases
                                                        5299 Spring Grove Avenue
                                                          Cincinnati, Ohio 45217


                                SUPPLY AGREEMENT

1.     BUYER:
       The Procter & Gamble Manufacturing Company, 1 Procter & Gamble Plaza,
       Cincinnati, Ohio 45202-3114, USA, on behalf of itself,

       The Procter & Gamble Company, 1 Procter & Gamble Plaza, Cincinnati, Ohio
       45202-3114, USA, on behalf of itself,

       Procter & Gamble International Operations SA, a corporation organized and
       domiciled under the laws of Switzerland, with offices at Geneva Business
       Center, 47 Route de Saint Georges, 1213 Petit Lancy 1, Geneva
       Switzerland, on behalf of itself and the following affiliated companies:
       [...***...]

       P&G Northeast Asia PTE, Ltd. - Japan Branch, 17, Koyo-cho Naka 1-chome,
       Higashinada-ku, Kobe 658-0032 Japan on behalf of itself.

       Hereinafter, each entity identified above and referred to hereinafter as
       Buyer shall be severally liable to Seller only with respect to that
       portion of Material (as defined below) and purchased by such entity as
       evidenced by Releases under this Agreement. The rights and obligations
       between the parties hereto extend between Seller and each respective
       entity. However, any particular entity within the definition of Buyer
       shall only be bound hereunder with respect to that portion of the
       Material (as defined below) purchased by such entity.

2.     SELLER: Genencor International, Inc., 200 Meridian Centre Boulevard,
       Rochester, New York 14618, USA and its affiliates, herein referred to as
       Seller. As used herein, the term `affiliates' means any corporation
       controlled by or under common control with Genencor International, Inc.,
       through greater than seventy five percent (75%) stock ownership, direct
       or indirect.

3.     MATERIAL: Material shall mean Genencor products which are included and
       described in the appropriate Attachment whether delivered as single
       granules, liquid or any other form mutually agreed upon in an executed
       amendment.

       Attachment 4, "Characterization of Detergent Enzyme Materials", sets out
       samples and information to be provided by the Seller to the Buyer, which
       define characterization of Materials for Safety review. Moreover, Seller
       agrees to supply to Buyer, [...***...] and the antisera necessary to
       perform the ELISA assay for these enzymes.


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                                               *CONFIDENTIAL TREATMENT REQUESTED

4.     QUALITY: Equal to Seller reference sample most recently submitted by
       Seller and found acceptable to Buyer. Suitable for Buyer's use, as
       determined by Buyer, and in strict accordance with Buyer's applicable
       specifications, and such revisions as may be made during the period of
       this Agreement. The product to be produced shall be of merchantable
       quality. [...***...] Seller agrees to make every reasonable effort to
       comply with Buyer's revised specifications. Each revision or change is
       considered accepted by Seller if an exception to it is not received
       within 45 days after Seller receives it. If no exceptions are received,
       Seller is responsible for adherence to the new standards or
       specifications. If Seller is unable to provide materials in accordance
       with the new specifications established by Buyer at the time needed by
       Buyer, and at a price acceptable to both parties, Buyer shall have the
       option of terminating its obligations under this Agreement for the
       Material(s) involved without penalty.

5.     QUANTITY:

       a.     For all Buyer's products introduced commercially by Buyer after
              January 1, 2001, which includes existing Seller's Materials used
              in new applications, the annual volume commitment of Buyer, and
              related terms, shall be mutually agreed in an executed amendment.

       b.     For each Material (as defined in the appropriate Attachment),
              Buyer shall provide a written annual forecast for the current
              calendar year and the following calendar year. Such forecasts
              shall be estimates only and shall not constitute firm quantity
              commitments. Buyer is to update this forecast as appropriate
              during the contract year. Moreover, written notice will be
              submitted regularly for each Buyer location, with release dates
              provided once per month.

       c.     [...***...]


6.     PRICE:

       a.     The price, including currency provisions, for Seller's Material
              under this Agreement shall be set by the Seller as listed in the
              appropriate Attachment.

       b.     Seller warrants that the prices set forth in this Agreement are
              valid under the provisions of the Robinson-Patman (Price
              Discrimination) Act, Canadian Competition Act and all other
              pertinent laws, orders and regulations in applicable geographies.

7.     PAYMENT TERMS :

       As described in the appropriate Attachment.


8.     SHIPMENTS:

       a.  [...***...] This Agreement will apply to any purchases so made. Buyer
           will not accept charges for packaging unless by prior agreement in
           writing. Any warehousing or customs charges incurred as a result of
           lack of or late receipt of correct documents, caused by Seller, will
           be charged to Seller. Similarly charges caused by Buyer shall be for
           account of Buyer.


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                                               *CONFIDENTIAL TREATMENT REQUESTED

b.     CONSIGNMENT: Buyer and Seller are continuing to implement, by mutual
       agreement in certain locations, provisions for Consignment activities
       related to Material listing in this Agreement. Such terms, after written
       mutual agreement, shall be either included as an attachment to this
       Agreement or executed as one or more separate agreements

9.     MEET OR RELEASE: [...***...] If Seller fails to do so or cannot legally
       do so, and if the facts and circumstances indicate that such better price
       is not the result of changes in applicable currency exchange rates, Buyer
       may purchase from the supplier of the lower total cost materials, and any
       purchases so made shall be held to apply to this Agreement, and the
       obligation of Buyer and Seller shall be reduced accordingly.

10.    FAVORED NATIONS: If, during the life of this Agreement, Seller provides
       materials substantially the same as those listed herein at prices,
       [...***...] lower than the prices then effective under this Agreement,
       said lower price(s) shall apply to all Seller's Materials thereafter
       provided under this Agreement during the period of sale at such lower
       price(s) to others, provided Seller can legally extend such lower
       price(s) to Buyer.

11.      FAILURE TO SUPPLY:

       a.  The parties have entered into negotiations with the mutual goal of
           obtaining one or more contingency or substitute products qualified
           and approved by Buyer for each Material in the Attachments. If,
           during the term of this Agreement, Seller fails to supply any
           qualified Material defined in Paragraph 3 "Material" and the
           corresponding Attachment, without replacing this Material with
           another qualified Material supplied by Seller which is acceptable, at
           the sole discretion of Buyer, for use in Buyer products, Seller will
           arrange for supply to be reestablished over the shortest period of
           time possible, whether this is at a Seller facility or through an
           arrangement with an alternative supplier (such other supplier to be
           approved by Buyer). In the event that Seller cannot supply, Buyer
           shall have the right to arrange for an alternative supplier via a
           supplier reasonably acceptable to Seller, provided, however, that
           Seller's proprietary information shall be safeguarded by an
           appropriate confidential non-disclosure agreement and non-use other
           than for the purpose of its supply agreement with Buyer; provided
           further that Seller shall provide a non-exclusive, royalty-free
           license to such alternative supplier procured by Buyer covering the
           technology and know-how required to produce the Material, including
           but not limited to samples of the Materials and/or the microorganisms
           used to produce the Material, as well as Seller paying any expenses
           for any upcharges associated with Buyer obtaining the alternate
           supplied Material. There is a limit to the annual expenses covered by
           Seller of fifteen percent (15%) per previous twelve (12) months of
           actual purchases in Buyer's Business Category of the affected
           Material(s) within the specific region(s). For an example of this
           limitation, see Attachment 5, "Failure to Supply Example".

       b.  Under the circumstances described above, [...***...] Seller shall not
           collaborate with third parties or sell this Material for use within
           the Application Area (as described in the appropriate Attachment) for
           the term of this Agreement and thereafter Buyer shall grant to Seller
           a non-exclusive, royalty-free license (without the right to
           sublicense non-Affiliates) under all applicable Patent Rights owned
           or exclusively controlled by Buyer necessary to allow Seller to
           collaborate with third parties and sell such Material for use within
           the Field of Agreement. However, in the event that this Material is
           replaced by another Material supplied by Seller, then exclusivity of
           purchase by Buyer shall be maintained for both Materials pursuant to
           the terms of this Agreement herein.


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                                               *CONFIDENTIAL TREATMENT REQUESTED

12.    ENVIRONMENTAL COMPLIANCE: Seller warrants that all substances provided
       hereunder comply in all respects with the applicable requirements of the
       Canadian Environmental Protection Act, the U.S. Toxic Substances Control
       Act, Regulations under said Acts and all other related legislation.
       Seller warrants that all substances it provides to Buyer will accurately
       correspond to Buyer's specification(s) and that it will notify Buyer in
       advance of any proposed change in the substance(s) specified and supplied
       hereunder which could alter or add to any of the Chemical Abstract
       Service (CAS) number(s) for those substances which are listed in the Raw
       Material Specification(s) cited herein. Any such changes must be mutually
       agreed upon by the Buyer and Seller prior to shipment to Buyer. Seller
       agrees to indemnify and hold harmless Buyer and its affiliates from all
       damages and liability resulting from any breach of the warranties
       included in this Paragraph.

13.    FORCE MAJEURE: Fire, flood, strikes, lock-out, epidemic, explosion,
       accident, shortage of customarily used transportation equipment (or
       suitable substitute), or other causes beyond the reasonable control of
       the parties, which prevent Seller from delivering or Buyer from receiving
       and/or using the commodity(s) covered by this Agreement, shall operate to
       reduce or suspend deliveries during the period required to remove such
       cause. In the event of reduced deliveries by Seller under the provisions
       of this paragraph, Seller shall allocate its available supply of
       commodity(s), component raw materials, and suitable manufacturing
       facilities among purchasers and Seller's divisions, departments, and
       affiliates on such basis that Buyer's percentage reduction will not be
       greater than the overall percentage reduction in total quantity of
       commodity(s), component raw materials and suitable manufacturing
       facilities Seller has available for supply. Any deliveries suspended
       under this paragraph shall be canceled without liability, and the
       Agreement quantity shall be reduced by the quantities so omitted. In the
       event non-availability of raw materials causes Seller to reduce shipments
       to Buyer, Seller agrees to give Buyer the option to provide such raw
       materials to Seller at a price not to exceed market cost. If Buyer
       provides raw materials to Seller at such price, Seller will increase
       deliveries of commodity to Buyer by the amount produced with the raw
       materials supplied by Buyer, up to the quantity specified in the
       Agreement.

14.    CUSTOMS LAW COMPLIANCE: Seller warrants compliance with applicable
       customs laws and related governmental laws and regulations promulgated
       thereunder. Seller agrees to indemnify and save Buyer harmless for any
       liability, cost or expense incurred as a result of Seller's failure to
       comply. For all orders of non-US origin goods, the Buyer will inform
       Seller(s) of the specific destination(s) of the shipment(s) and the
       import regulations and other legal requirements of the country of
       destination which will apply. In the event that the customs authorities
       of the destination country refuse entry of the goods, except for Buyer's
       failure to provide complete and accurate information as described above,
       or where Material is not F.O.B. Delivered Buyer's plant, Buyer's failure
       to obtain the appropriate import license or pay duty, Buyer will not be
       responsible to pay for the same and, if payment has already been made,
       Seller will reimburse Buyer in full. Except for customs problems caused
       by Buyer's failure, Seller shall be responsible for the repatriation of
       the goods at Seller's own cost.

15.    AGREEMENT PRECEDENCE: [...***...] In the event of any conflict between
       this Agreement and any amendments or supplements thereof, the amendments
       or supplements shall take precedence.

16.    PRODUCTION PROCESS CHANGES: Seller shall notify Buyer prior to making any
       significant changes to Materials provided by Seller, to the production
       process, or production equipment and/or location(s) involved in the
       fulfillment of this Agreement and shall obtain Buyer's agreement that
       such changes do not render the products supplied hereunder unsuitable for
       Buyer's use prior to instituting such changes. Each revision or change is
       considered accepted by Buyer if a notice is not received within 30 days
       after Seller mails it, requesting that Buyer and Seller meet as soon as
       possible to determine the most


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                                               *CONFIDENTIAL TREATMENT REQUESTED

       effective way for Buyer to provide an efficient cost effective Material
       for use in view of the proposed significant changes described above. If
       no exceptions are received, Buyer agrees to the proposed Seller changes.

       [...***...]

17.    REFORMULATION: Should Buyer by reason of product reformulation, process
       change or similar reason, deem it necessary to reduce or discontinue
       purchases of Materials or services covered by this Agreement, Buyer shall
       have the right to reduce or discontinue Seller's shipments hereunder,
       provided that Buyer notifies Seller as soon as it has reasonable
       expectation of such change and further provided any such reduction or
       discontinuance is in the same proportion as applied by Buyer to other
       suppliers, if any, supplying materials or services to Buyer, and provided
       further, that Buyer has given Seller not less than ninety (90) days'
       notice of such reduction or discontinuance. If Buyer needs to reformulate
       in less than ninety (90) days, Seller will make a good faith effort to
       accommodate Buyer's requirements.

18.    SUBCONTRACTING: Seller shall directly provide all materials and services
       related to production of Materials covered by this Agreement. Seller
       shall obtain written authorization from Buyer prior to assigning or
       subcontracting any work or services involved in the manufacture or
       handling of Materials covered by this Agreement, its extensions, or any
       of Buyer's purchase orders referencing this Agreement.

19.    CONFIDENTIALITY: All proprietary technical, experimental, manufacturing
       and/or other information disclosed by the disclosing party to the
       receiving party pursuant to this Agreement or its extension(s) are
       considered by the disclosing party as being highly confidential in
       nature. The receiving party agrees to take all reasonable precaution to
       prevent disclosure to third parties. The receiving party shall hold in
       confidence the disclosing party's interest in specific materials and any
       technical or business information the receiving party may learn, observe
       or otherwise obtain concerning the disclosing party, or of its
       subsidiaries, incident to the receiving party's performance under the
       terms of this Agreement. These restrictions upon disclosure shall cease
       to apply as to any specific portion of said information which is or
       becomes available to the public generally, not due to the fault of the
       receiving party, or upon receipt by the receiving party of the written
       authorization of the disclosing party to make such disclosure.

20.    SECURITY PRECAUTIONS: Both Buyer and Seller agree to take all reasonable
       security precautions concerning proprietary information, including
       information gained via site access, related to product transferred
       hereunder. In particular, both Seller and Buyer shall protect the
       information of the other, using a standard of care which shall at not
       time be less than the standard of care such Party uses to protect its own
       proprietary information of a similar type or value.

21.    FULFILLING PRODUCTION REQUIREMENTS: Should Seller fail (due to causes
       within Seller's control) to meet Buyer's scheduled releases as mutually
       agreed to by both parties, Seller shall take all reasonable steps,
       including but not limited to, working extra hours, shifts, or days to
       fulfill Seller's obligations hereunder. All costs for such effort will be
       at Seller's expense. Further, Seller may use alternate shipping methods
       to expedite delivery to Buyer to meet schedules to which both parties
       agree. In such cases in North America, Seller must receive Buyer's
       approval prior to the use of any carrier other than those on Buyer's
       approved carrier list. Additional shipping costs resulting from such
       expedited deliveries or use of alternate carriers will be at Seller's
       expense.

22.    INDEMNIFICATION:


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                                               *CONFIDENTIAL TREATMENT REQUESTED

       a.  By acceptance of this Agreement and in consideration thereof, Seller
           agrees that it shall indemnify and hold Buyer, its affiliated
           companies and their respective officers, directors, agents and
           employees (the "Indemnified Party(ies)") harmless against [...***...]

       b.  [...***...]

       c.  Seller warrants title to the Seller Materials and that such Seller
           Materials as manufactured and packaged by or for Seller will conform
           to the raw material specifications as agreed to by the parties.
           Seller warrants further that Seller Materials will be supplied at
           agreed-upon manufacturing and quality standards applicable at the
           time under this Agreement or under a separate agreement between the
           parties, and will be fit for use in household and laundry cleaning
           products for which the parties have agreed and the Seller Materials
           were designed and manufactured.

       d.  Seller specifically agrees to indemnify and hold the Indemnified
           Parties harmless from and against any and all claims, damages
           (excluding consequential damages except as explicitly detailed
           herein), suits, judgments, expenses (including reasonable attorneys'
           fees), losses or liability arising out of: (i) the breach of any
           Seller warranty in this Agreement or any agreement to which it or an
           affiliated company is party supplying Seller Materials; (ii) the
           negligent manufacture of any Seller Materials; (iii) injury or
           alleged injury (including death) to person, property, or environment,
           when brought by individuals, corporations, government or any other
           entity or persons not employed by Buyer, nor a party to this
           Agreement; or (iv) Seller's negligence in the performance of its
           responsibility hereunder or under any other agreement to which it or
           an affiliated company is party supplying Seller Materials, including
           but not limited to, negligence in the handling, processing, marketing
           or disposal of any such Seller Materials or any part thereof.

       e.  By acceptance of this Agreement and in consideration thereof,
           Buyer agrees that it will indemnify and hold Seller harmless
           [...***...]

       f.  Except to the extent caused by or arising out of the negligent or
           willful acts of Seller or out of a Seller Material, Buyer
           specifically agrees to indemnify and hold Seller, its officers,
           directors, agents and employees (and only those entities or persons)
           harmless from and against any and all claims, damages (excluding
           consequential damages except as explicitly detailed below), suits,
           judgments, expenses (including reasonable attorneys' fees), losses or
           liability arising out of (i) the breach of any Buyer warranty in this
           Agreement or any agreement to which it is party supplying Buyer
           Products; (ii) any alleged defect in any Buyer Product; (iii) injury
           or alleged injury (including death) to person, property or
           environment, caused by the negligent or willful acts of Buyer, when
           brought by individuals, corporations, government or any other entity
           or persons not employed by Seller, nor a party to this Agreement; or
           (iv) Buyer's negligence in the performance of its responsibility
           hereunder or under any other agreement to which it is party supplying
           Buyer Products, including but not limited to, negligence in the
           handling, processing, marketing or disposal of any such Buyer
           Products.


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       g.     Notwithstanding any other provision of this Agreement, the
              aggregate limit of Seller's liability to any P&G company or
              affiliated company listed in Paragraph 1, "Buyer", above for any
              consequential, indirect or similar damages under all sections of
              this Agreement shall not exceed the most current annual revenue
              paid to Seller under this Agreement by such P&G company or
              affiliated company (based upon Buyer's most recently closed fiscal
              year). However if no such annualized revenue number is available
              because the Buyer and Seller have not operated under this
              Agreement for such a period, (i.e. the sales occurred prior to the
              execution of this Agreement), then revenues paid under terms
              analogous to those contained herein above (i.e., the most current
              annual revenue paid for the year encompassing the start of this
              Agreement) shall be the maximum aggregate limit of Seller's
              liability.

23.    PERSONAL INJURY AND PROPERTY DAMAGE LIABILITY IN SELLER OWNED OR
       CONTROLLED MANUFACTURING OR PROCESSING FACILITIES: Seller assumes sole
       responsibility for taking all necessary health and safety precautions,
       including compliance with all applicable local, state, provincial and
       federal regulations, in Seller's processing material under this
       Agreement. These precautions shall include, but not be limited to, such
       things as proper control of ventilation, the wearing of adequate
       protective clothing, and installation and proper utilization of
       appropriate environmental control equipment. Seller agrees to indemnify
       and hold harmless Buyer for all losses, damages and expenses resulting
       from any claim or action for injury to persons or damage to property or
       action by any regulatory agency arising out of, or in any way associated
       with, the design, installation, and/or operation of any formulation,
       packaging, or support equipment (including equipment owned by Seller,
       Buyer or third parties), and/or the production, Seller's processing or
       handling of the material processed hereunder and all raw materials used
       in the processing including, without limitation, injuries to Seller's
       employees involved in these operations caused or contributed to by the
       negligence of those employees or fellow employees. Seller agrees to
       provide minimum [...***...] of commercial liability insurance in support
       of this indemnity.

24.    SELLER BANKRUPTCY: In the event Seller shall be unable to pay its bills
       as they become due in the ordinary course, or if a trustee or receiver of
       any of its property shall be appointed, or if Seller shall make any
       assignment for the benefit of creditors, or if a petition in bankruptcy
       shall be filed by or against Seller, or if Seller shall liquidate its
       business for any reason, Buyer shall have the right to terminate this
       Agreement immediately without further obligation. Seller will make
       available for Buyer's removal any such raw materials, finished product,
       or other of Buyer's property then under Seller's control. Seller further
       agrees not to encumber such materials, finished product or other
       property, as through security liens or pledges, in any way. Buyer's right
       to remove such Material shall have priority over all other claimants.

25.    CHANGE IN SELLER OWNERSHIP: In recognition of the confidentiality
       obligation Seller has assumed hereunder, Seller agrees not to assign or
       transfer its right and obligations hereunder without the express written
       consent of the Buyer. If for any reason Seller decides to sell or
       transfer the manufacturing operation used in the fulfillment of this
       Agreement, Seller shall provide Buyer with at least ninety (90) days'
       advance written notice of its intent to transfer or sell such operation
       and will alternatively: (a) supply to Buyer written agreement to
       guarantee fulfillment of all obligations of Seller hereunder, or (b)
       extend to Buyer an option exercisable within ninety (90) days after the
       date of such notice to sublease the portions of the facility used in
       performance of this Agreement and to lease any and all equipment for the
       purpose of conducting the manufacturing operation by or on behalf of
       Buyer. It is understood that this option does not in any way limit the
       other rights and obligations of the Parties set forth in this Agreement.
       If the above obligations of Seller are not met in any transfer of
       ownership,


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       Buyer reserves the right to reduce or discontinue purchases under this
       Agreement, or terminate this Agreement, without obligation if any company
       obtains whole or part corporate ownership of Seller.

26.    BREACH OF TERMS: In the event Seller breaches any of the material terms
       of this Agreement or its extension(s), Buyer shall immediately notify
       Seller and allow Seller a reasonable opportunity to cure said breach not
       exceeding fifteen (15) days. If said breach is not remedied within such
       period, as determined by Buyer, Buyer shall then have the right to
       terminate this Agreement immediately without further obligation to
       Seller. Seller will make available for Buyer's removal any such raw
       materials, finished product, or other of Buyer's property then under
       Seller's control. Seller further agrees not to encumber such materials,
       finished products, or other property as through security liens or
       pledges, in any way.

27.    ENVIRONMENTAL INDEMNITY: Seller agrees to comply with all applicable
       federal, state, provincial and/or local environmental laws, ordinances,
       codes, rules, regulations and permits and to handle all raw materials,
       off specification product, excess or scrap materials, waste, and finished
       products in an environmentally safe manner so as to prevent any
       contamination of the structure, soil or ground water in, on, or adjacent
       to the Seller's facility or plant at which Seller performs the work which
       is the subject of this Agreement. Seller agrees to indemnify Buyer, its
       parent, affiliates, subsidiaries, successors, assigns and their
       respective directors, officers, shareholders and employees (Indemnities)
       and save and hold each of them harmless from all liabilities, losses,
       claims, demands, assessments, fines, costs or expenses (including,
       without limitation, reasonable attorneys' and consultants' fees and
       expenses) of every kind, nature or description arising under common law
       or any applicable environmental law resulting from, arising out of or
       relating to any conditions or activities at or involving any facility or
       plant at which Seller performs the work which is the subject of this
       Agreement.

28.    INVOICING: Buyer and Seller agree there are no present discounts for
       prompt payment. [...***...] If the freight bill is not attached, the
       Seller must show on the invoice, in addition to the transportation
       charge, the weight of the shipment, the freight rate charged, the name of
       the carrier, and attach to the invoice a copy of the bill of lading only.
       Buyer may withhold payment of Seller's invoice until the date that this
       condition has been fulfilled and reserves the right to take cash discount
       from this later date. If Buyer requests that goods be shipped "freight
       collect", Buyer shall be responsible for transportation charges. On
       shipments originating in the U.S., the "non-recourse" clause on the bill
       of lading covering the shipment must be signed, and any overcharges which
       may accrue will be for Seller's account.

29.    FDCA COMPLIANCE: Buyer and Seller presently believe this Agreement does
       not relate to the purchase of any food, drug, cosmetic or device, or
       substance, the intended use of which results or may reasonably be
       expected to result, directly or indirectly, in its becoming a component
       or otherwise affecting the characteristics of any food, drug, cosmetic or
       device (including any substance intended for use in producing,
       manufacturing, packing, processing, preparing, treating, packaging,
       transporting, or holding any food, drug, cosmetic or device). However, if
       Seller and Buyer agree upon the use of one of Seller's Material(s) for
       this type of application, Seller shall guarantee that the thing or things
       comprising each shipment or other delivery hereafter made by Seller to
       Buyer, as of the date of such shipment or delivery, is not adulterated or
       misbranded within the meaning of the U.S. Federal Food, Drug and Cosmetic
       Act, as amended, or within the meaning of applicable U.S. State laws or
       Municipal ordinances in which the definitions of adulteration and
       misbranding are substantially the same as those contained in the U.S.
       Act, and not an article which may not, under the provisions of Section
       404 or 505 of the U.S. Act, be introduced into interstate commerce; is of
       a suitable grade and complies with all requirements of the Food and Drugs
       Act of Canada and the Regulations made thereunder, and with the Canadian
       Federal, Provincial and Municipal laws in that regard; and, that if any
       such article is a coal-tar color or contains a


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                                               *CONFIDENTIAL TREATMENT REQUESTED

       coal-tar color, that said color was manufactured by Seller, and is from a
       batch certified in accordance with the applicable regulations promulgated
       under the U.S. Federal Food, Drug and Cosmetic Act, as amended, and
       Regulations issued under the Food & Drug Act of Canada, as amended, or
       that Seller has in its possession a guaranty to the same effect from the
       manufacturer of said color. Seller agrees to indemnify and save harmless
       Buyer from any claim or action howsoever arising from Seller's failure to
       comply with the terms of this paragraph.

30.    ACCESS FOR BUYER'S REPRESENTATIVE: Seller will permit Buyer's
       representatives access to any area of Seller's manufacturing facilities
       having to do with the fulfillment of this Agreement upon reasonable
       notice by Buyer, mutually agreed times, and execution of appropriate
       security precautions. Should security requirements of other customers of
       Seller create conflict with this right, Buyer shall be so informed and
       compatible scheduling arranged.

31.    EXPIRATION AND TERMINATION:

       a.  At the expiration or termination of this Agreement, Seller shall not
           be required to supply more than [...***...] requirements of any
           qualified product defined in Paragraph 3 "Material" and the
           corresponding Attachment, based on the date of expiration or
           termination notice. If pursuant to this paragraph, Seller, upon the
           express written request of Buyer, holds in inventory (including work
           in process inventory of manufacture estimated [...***...] of
           inventory) more than the quantity of each qualified product defined
           in Paragraph 3, "Material" and the corresponding Attachment,
           corresponding [...***...] at the date of termination or expiration,
           Buyer will purchase in addition such excess amount [...***...] of
           requirements.

       b.  Regardless of whether this Agreement is in force or terminated,
           Seller shall be restricted in its use of the FN Products to that set
           out in Paragraph 3, "Material" and the corresponding Attachment until
           the expiration of such restrictions as provided in all applicable
           Agreements between Seller and Buyer.

32.    GOVERNING LAW AND LANGUAGE: This Agreement and all dealings between the
       parties hereunder shall be governed by the State of Ohio, and all
       applicable Federal laws and the regulations promulgated thereunder that
       may apply. The parties agree that the United Nations Convention on
       International Sale of Goods shall have no force or effect on transactions
       relating to this Agreement. Both parties understand the English language
       and are fully aware of all terms and conditions contained herein.

33.    NORTH AMERICA REGIONAL TERMS AND CONDITIONS: See Attachment 6, "North
       American Regional Terms and Conditions".


                                                                          Page 9
<PAGE>


                                               *CONFIDENTIAL TREATMENT REQUESTED

BUYER AND SELLER ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, INCLUDING THE ATTACHMENTS LISTED BELOW, EFFECTIVE UPON THEIR
AUTHORIZED SIGNATURE BY BUYER AND SELLER BELOW.

<TABLE>
<CAPTION>
         THE  PROCTER  &  GAMBLE
         MANUFACTURING  COMPANY, INC.                                      GENENCOR  INTERNATIONAL,  INC.
--------------------------------------------------------------         ------------------------------------------------------------
<S>                                                                      <C>
                       (BUYER)                                                            (SELLER)

By  /s/ Steve Bishop                                                  By    /s/  Thomas  J. Pekich
    ---------------------------------------------------------               -------------------------------------------------------
                   (Signature)                                                           (Signature)

                  Steve Bishop                                                           Thomas J. Pekich
    ---------------------------------------------------------               ------------------------------------------------------
                   (Name Typed)                                                          (Name Typed)

as     General Manager, NA Fabric Care                                As    Group  Vice  President,   Industrial Chemicals
    ---------------------------------------------------------               ----------------------------------------------------
                             (Title)                                                               (Title)

Date     10/10/01
         --------------------------------------------


                                                                       By    /S/  Philippe Lavielle
                                                                             -------------------------------------------------------
                                                                                                 (Signature)

                                                                                       Philippe Lavielle
                                                                             ------------------------------------------------------
                                                                                                 (Name Typed)

                                                                       as    Vice  President  and  Business  Unit   Manager
                                                                             ----------------------------------------------------
                                                                             Proctor & Gamble
                                                                                                 (Title)

                                                                       Date     10/05/01
                                                                                -------------------------------------------

         PROCTER  &  GAMBLE
         INTERNATIONAL OPERATIONS SA                                   P&G NORTHEAST ASIA PTE, LTD
-----------------------------------------                      --------------------------------------------------------------------
                 (BUYER)                                                               (BUYER)

By  /S/  S. VanStraelen                                                By    /S/  Daniel Rajczak
    ----------------------------------------------------------               ---------------------------------------------------
                         (Signature)                                                           (Signature)

                 S. VanStraelen                                                   Daniel Rajczak
     ---------------------------------------------------------               ---------------------------------------------------
                         (Name Typed)                                                          (Name Typed)

As     Director Purchases                                              General Manager, Northeast Asia Fabric & Home Care
       -------------------------------------------------------         ---------------------------------------------------
                      (Title)                                                               (Title)

Date     17th of October `01                                           Date     Oct. 17, 2001
         -----------------------------------------------------                  ----------------------------------------------------
</TABLE>



                                                                         Page 10
<PAGE>
                                               *CONFIDENTIAL TREATMENT REQUESTED


    THE  PROCTER  &  GAMBLE COMPANY
                      (BUYER)


By  /s/ Steve Bishop
    ----------------------------------------------------------
                         (Signature)

                  Steve Bishop
     ---------------------------------------------------------
                         (Name Typed)

As     General Manager, NA Fabric Care
       -------------------------------------------------------
                             (Title)

Date     10/10/01
         --------------------------------------------




                                                                         Page 11
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                                               *CONFIDENTIAL TREATMENT REQUESTED

LIST OF ATTACHMENTS:

       Paragraph
       Attachment          Attachment  Title              Paragraph Reference
       ----------          -----------------------------------------------------
              1            [...***...]                    3, 5, 6, 7, 11, 31
              2            [...***...]                    3, 5, 6, 7, 11, 31
              3            [...***...]                    3, 5, 6, 7, 11, 31
              4            [...***...]                          3
              5            [...***...]                         11
              6            [...***...]                         33





                                                                         Page 12
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                                               *CONFIDENTIAL TREATMENT REQUESTED



                                  ATTACHMENT 1
                                   [...***...]


MATERIAL: [...***...]
---------

APPLICATION AREA: [...***...]
-----------------

PERIOD: [...***...]
-------

GEOGRAPHY: [...***...]
----------

QUANTITY: [...***...]
----------


EXCLUSIVITY: [...***...]
-----------

PRICE: [...***...]
-----




                                                                         Page 13
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                                  ATTACHMENT 2
                                   [...***...]

MATERIAL: [...***...]
---------

APPLICATION AREA: [...***...]
-----------------

PERIOD: [...***...]
-------

GEOGRAPHY: [...***...]
----------

QUANTITY: [...***...]
----------

EXCLUSIVITY: [...***...]
-----------

PRICE: [...***...]
-----



                                                                         Page 14
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                                               *CONFIDENTIAL TREATMENT REQUESTED



                                  ATTACHMENT 3
                                   [...***...]


SECTION I:

MATERIAL: [...***...]
---------

APPLICATION AREA: [...***...]
-----------------

PERIOD: [...***...]
-------

GEOGRAPHY: [...***...]
----------

QUANTITY: [...***...]
----------

EXCLUSIVITY: [...***...]
-----------

PRICE: [...***...]
-----

SECTION II:

[...***...]



                                                                         Page 15
<PAGE>

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                  ATTACHMENT 4

[...***...]




                                                                         Page 16
<PAGE>


                                               *CONFIDENTIAL TREATMENT REQUESTED


                                  ATTACHMENT 5
[...***...]





                                                                         Page 17
<PAGE>

                                               *CONFIDENTIAL TREATMENT REQUESTED




                                  ATTACHMENT 6

                                   [...***...]



1.0    COMPLIANCE  [...***...]

2.0    MINORITY SUPPLIERS  [...***...]





                                                                         Page 18